SET Announcements

(Translation) No. CK-07-0000-PO-L-0147 June 26, 2007 Re: Notification of Purchase and Sale of Shares in Pathum Thani Water Co., Ltd. and Signing of Agreements Attn: President Stock Exchange of Thailand Reference is made to the fact that CH. Karnchang Public Company Limited held the Board of Directors Meeting No. 5/2007, on June 25, 2007, at 5:00 p.m. at The Emerald Hotel, Ratchadapisek Road, Huai Khwang Subdistrict, Dindaeng District, Bangkok. The Board of Directors Meeting passed the following resolutions: 1. The Meeting resolved to approve the Minutes of the Board of Directors Meeting No. 4/2007. 2. The Meeting resolved to grant approval for the Company to sell all of its 5,567,371 shares (five million five hundred sixty-seven thousand three hundred and seventy-one shares) in Pathum Thani Water Co., Ltd. at the price of Baht 340 (Three Hundred and Forty Baht Only) per share* to Thai Tap Water Supply Public Company Limited; whereby the Company shall sign a Share Purchase and Sale Agreement, and the Company shall initially transfer 5,067,371 shares (five million sixty-seven thousand three hundred and seventy-one shares) in Pathum Thani Water Co., Ltd., totaling Baht 1,722,906,140 (One Thousand Seven Hundred Twenty-Two Million Nine Hundred Six Thousand One Hundred and Forty Baht Only); and the parties agree to have such shares transferred and paid for on June 29, 2007, while the remaining 500,000 shares (five hundred thousand shares), totaling Baht 170,000,000 (One Hundred and Seventy Million Baht Only), shall be transferred and paid for at a later date, provided that the transfer must take place before the date Thai Tap Water Supply Public Company Limited would be listed on the Stock Exchange of Thailand, in respect of which the Company would further inform all shareholders through the Stock Exchange of Thailand's system. Remark: *The Audit Committee Meeting of CH. Karnchang Public Company Limited No. 5/2007, on June 25, 2007, resolved that the sale of all of its shares in Pathum Thani Water Co., Ltd. to Thai Tap Water Supply Public Company Limited at the price Baht 340 per share was reasonable. In addition, the Company hereby informs that the Extraordinary General Meeting of Shareholders of Thai Tap Water Supply Public Company Limited (affiliated company) resolved to grant approval for Thai Tap Water Supply Public Company Limited to purchase the ordinary shares in Pathum Thani Water Co., Ltd. from the current shareholders (except the Provincial Waterworks Authority) who wished to sell their shares at the price of Baht 340 per share, as per the details of the sellers, the number of shares and the share price as follows: 1) CH. Karnchang Public Company Limited: 5,567,371 shares, amounting to Baht 1,892,906,140; 2) Mahasiri Siam Co., Ltd.: 3,662,528 shares, amounting to Baht 1,245,259,520; 3) STC Capital Holding Co., Ltd.: 1,322,464 shares, amounting to Baht 449,637,760; 4) Capital Rice Company Limited: 561,455 shares, amounting to Baht 190,894,700; 5) CH. Karnchang Holding Co., Ltd.: 261,502 shares, amounting to Baht 88,910,680; 6) TMB Bank Public Company Limited: 192,209 shares, amounting to Baht 65,351,060; and 7) Krung Thai Bank Public Company Limited: 192,209 shares, amounting to Baht 65,351,060. In this regard, all parties signed the Share Purchase and Sale Agreements on June 25, 2007, with the condition that Thai Tap Water Supply Public Company Limited shall pay for such shares to the sellers by June 29, 2007, while 500,000 shares held by CH. Karnchang Public Company Limited, as part of the shares in 1), and 561,455 shares held by Capital Rice Company Limited as per 4) shall be transferred and paid for at a later date. 3) The Meeting resolved to grant approval for the Company to enter into an Undertaking Agreement with the lenders of Thai Tap Water Supply Public Company Limited since Thai Tap Water Supply Public Company Limited would enter into a Credit Facility Agreement with the lending banks for the amount of Baht 4,000 Million, divided into two tranches, namely, Baht 3,000 Million as a short-term loan due for repayment within one year; and Baht 1,000 Million as a long-term loan due for repayment within six years, which would be utilized to pay for shares in Pathum Thani Water Co., Ltd. In this respect, the Company and other companies in its group, including Mitsui & Co., Ltd., as Sponsors, would enter into the Undertaking Agreement for such Baht 3,000 Million short-term loan, with the condition that should Thai Tap Water Supply Public Company Limited not be listed on the Stock Exchange of Thailand within one year from the date of drawdown, or should Thai Tap Water Supply Public Company Limited, upon its listing on the Stock Exchange of Thailand, derive the proceeds from its IPO in the amount of less than Baht 3,000 Million, the Company and other companies in its group, including Mitsui & Co., Ltd., shall make repayment to the lenders, which may be in the form of capital increase in Thai Tap Water Supply Public Company Limited or extension of a subordinated loan or by other means. In this connection, the Company shall be liable for 50.10 percent of such Baht 3,000 Million or in the amount of Baht 1,503,000,000 (One Thousand Five Hundred and Three Million Baht Only) (provided that such liability shall not include those shareholders which are banks, namely, Bangkok Bank Public Company Limited at 2.5 percent and TMB Bank Public Company Limited at 2.3 percent). Please be informed accordingly. Very truly yours, (Mr. Plew Trivisvavet) Chief Executive Officer ?? ?? ?? ?? 3